0000899243-23-016716.txt : 20230629 0000899243-23-016716.hdr.sgml : 20230629 20230629192430 ACCESSION NUMBER: 0000899243-23-016716 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230620 FILED AS OF DATE: 20230629 DATE AS OF CHANGE: 20230629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HHEP-Directional, L.P. CENTRAL INDEX KEY: 0001662112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41103 FILM NUMBER: 231058923 BUSINESS ADDRESS: STREET 1: 2200 ROSS AVENUE, 50TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.615.2300 MAIL ADDRESS: STREET 1: 2200 ROSS AVENUE, 50TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Drilling Tools International Corp CENTRAL INDEX KEY: 0001884516 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 872488708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3701 BRIARPARK DRIVE STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 8327428500 MAIL ADDRESS: STREET 1: 3701 BRIARPARK DRIVE STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: ROC Energy Acquisition Corp. DATE OF NAME CHANGE: 20210923 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-06-20 0 0001884516 Drilling Tools International Corp DTI 0001662112 HHEP-Directional, L.P. 2200 ROSS AVENUE, SUITE 4600W DALLAS TX 75201 0 0 1 0 Common Stock 15928111 D Received in connection with the Issuer's business combination (the "Business Combination") with Drilling Tools International Holdings, Inc. ("Legacy DTI") in accordance with the terms of the Agreement and Plan of Merger dated as of February 13, 2023 and amended as of June 5, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a ROC Energy Acquisition Corp.), ROC Merger Sub, Inc. ("Merger Sub") and Legacy DTI. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy DTI (i) common stock was converted into the right to receive 0.2282 shares of common stock of the Issuer ("Common Stock") and (ii) preferred stock was converted into the right to receive 0.3299 shares of Common Stock and $0.54 in cash (the "Preferred Cash Consideration"). The Business Combination closed on June 20, 2023. (Continued From Footnote 1) Pursuant to the terms of an Exchange Agreement by and between ROC Energy Holdings, LLC, a Delaware limited liability company, Merger Sub, Legacy DTI and HHEP-Directional, L.P. ("HHEP"), HHEP elected to exchange the $9,529,541 of Preferred Cash Consideration it was entitled to receive pursuant to the Merger Agreement into 1,801,178 shares of Common Stock, which are included in the reported amount. Signature: /s/ Thomas O. Hicks, Name of Signer: Thomas O. Hicks, Title: Sole Member of the GP of the Reporting Person's GP 2023-06-29